UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2223, 2026

ADITXT, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-39336		82-3204328
(Commission File Number)		(I.R.S. Employer Identification No.)

2569 Wyandotte Street, Suite 101

Mountain View, California 94043

(Address of principal executive offices, including zip code)

(650) 870-1200

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ADTX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On ~~June 22~~May 6, 2026,. as previously reported in a Current Report on Form 8-K filed by Aditxt, Inc. (the “Company”) ~~entered~~on ~~into~~May ~~Amendment~~8, ~~No.1~~2026, tothe ~~Note~~Company ~~Purchase~~received ~~Agreement~~formal notice (the “~~Amendment~~May 6th Letter”) from the Staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market byLLC ~~and~~(“Nasdaq”) ~~among~~that Nasdaq Staff had determined to delist the Company,’s ~~Ignite~~securities ~~Proteomics~~from ~~LLC~~Nasdaq. In the May 6th Letter, athe ~~Delaware~~Staff ~~limited~~stated ~~liability~~that ~~company~~the ~~and~~bid price of the Company’s ~~wholly~~listed ~~owned~~securities ~~subsidiary~~had closed at less than $1.00 per share over the ~~(“Ignite”)~~previous 30 consecutive business days, from March 24, 2026 through May 5, 2026, and ~~the~~that, ~~investors~~as ~~named~~a ~~therein~~result, (the ~~“Investors”~~Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), ~~pursuant~~which torequires ~~which~~listed ~~the~~securities ~~previously announced~~to ~~Note~~maintain ~~Purchase~~a ~~Agreement~~minimum ~~dated~~bid ~~June~~price 3,of ~~2026~~$1.00 per share (the “~~Purchase~~Bid Price ~~Agreement~~Rule”). ~~was~~The ~~amended~~Staff tofurther ~~increase~~stated in the ~~aggregate~~May 6th Letter that, although companies are typically afforded a 180-calendar ~~original~~day ~~principal~~period ~~amount~~to ofregain compliance with the ~~newly~~Bid ~~issued~~Price ~~series~~Rule, ofthe ~~senior~~Company ~~secured~~is ~~convertible~~not ~~notes~~eligible for any such compliance period pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv). The Staff cited the ~~“Notes”)~~fact ~~issuable~~that ~~purchase~~the Company has effected a reverse stock split over the prior one-year period toand has effected one or more reverse stock splits over the ~~Note~~prior ~~Purchase~~two-year ~~Agreement~~period with a cumulative ratio of 250 shares or more to ~~$6,254,355~~one.~~17.~~

~~Pursuant to~~On ~~the~~May ~~Note~~27, ~~Purchase~~2026, ~~Agreement~~ as ~~amended~~previously reported in a Current Report on Form 8-K filed by the ~~Amendment~~Company on May 29, 2026, the Company ~~and~~received ~~Ignite~~an ~~issued~~additional ~~and~~formal ~~sold~~notice an(the ~~additional~~“May 27th Letter”) from the Staff notifying the Company that, based on the stockholders’ equity of $~~769~~(35,~~230.77~~174,386) reported in ~~original~~the Company’s ~~principal~~Quarterly ~~amount~~Report ofon ~~Notes~~Form 10-Q for the period ended March 31, 2026 (the “~~Additional~~Form ~~Notes~~10-Q”), the Company no longer satisfies the minimum stockholders’ equity requirement of $2,500,000 for continued listing on Nasdaq under Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”). The May 27th Letter further notes that the Company does not presently satisfy either of the alternative continued listing standards under Nasdaq Listing Rule 5550(b) — a ~~purchase~~market ~~price~~value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years (such non-compliance, the “Stockholders’ Equity Deficiency”).~~00.~~ The ~~purchase~~May ~~price~~27th ~~for~~Letter ~~the~~states that ~~Additional~~the ~~Notes~~Stockholders’ ~~issued~~Equity byDeficiency serves as an additional basis for delisting the Company’s securities from Nasdaq, and that ~~Ignite~~the ~~was~~Nasdaq ~~paid~~Hearing byPanel (the ~~Investors~~“Panel”) will consider the Stockholders’ Equity Deficiency, together with the matters that were the subject of the May 6th Letter, in ~~cash~~rendering its determination regarding the Company’s continued listing on Nasdaq.

The ~~Additional Notes,~~Company ~~together~~timely ~~with~~requested ~~the previously issued Notes, will be secured by~~ a ~~valid~~hearing, ~~perfected and enforceable security interest in certain assets~~which ofstayed the ~~Ignite~~delisting and ~~its~~suspension ~~subsidiaries, which assets include substantially all~~ of the ~~assets of Ignite pursuant to that certain Security and Pledge Agreement (the “Security Agreement”) by and among the~~ Company,’s ~~Ignite~~securities ~~and~~pending the ~~collateral~~decision ~~agent~~of ~~named therein (~~the ~~“Collateral Agent”)~~Panel. ~~The~~A ~~Additional~~hearing ~~Notes,~~on ~~together with~~ the ~~previously~~matter ~~issued~~was ~~Notes, will be further secured by a pledged by the Company of all of the equity~~ held ~~by the Company in Ignite pursuant to that certain Pledge Agreement (the “Pledge~~ ~~Agreement”)~~on byJune ~~and~~11, ~~between the Company and the Collateral Agent~~2026.

~~The foregoing~~On ~~descriptions~~June ~~of the Amendment~~23, ~~the Purchase Agreement~~2026, the ~~Notes,~~Panel ~~the~~notified ~~Security Agreement and~~ the ~~Pledge Agreement are~~Company ~~qualified in their entirety by reference to~~ (the ~~full~~“Notice”) ~~text~~that of the ~~Amendment,~~Panel ~~the~~has ~~Purchase~~determined ~~Agreement,~~to ~~the~~deny ~~Notes,~~ the ~~Security Agreement~~Company’s ~~and~~request ~~the~~to ~~Pledge~~continue ~~Agreement,~~its ~~forms~~listing ofon ~~which~~Nasdaq ~~are attached as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4~~ and ~~Exhibit 10.5,~~that ~~respectively,~~trading toin the ~~Form~~Company’s ~~8-K~~common ~~filed~~stock bywill ~~the~~be ~~Company~~suspended ~~with~~at the ~~Securities~~open ~~and~~of ~~Exchange~~trading ~~Commission (“SEC”)~~ on June 325, 2026 ~~and each of which is incorporated herein by reference~~.

The ~~Purchase Agreement,~~Company ~~the~~may ~~Amendment,~~request ~~the Notes, the Security Agreement and the Pledge Agreement contain customary representations and warranties, covenants and indemnification provisions~~ that ~~the~~Nasdaq ~~parties~~Listing ~~made to,~~ and ~~solely for the benefit of, each other in the context of all of~~ ~~the~~Hearing ~~terms~~Review ~~and~~Council ~~conditions~~review ~~of such agreements and in~~ the ~~context~~decision of the ~~specific~~Panel ~~relationship~~within ~~between~~15 ~~the~~days ~~parties thereto. The provisions~~ of the ~~Purchase~~Company’s ~~Agreement,~~receipt ~~the Amendment, the Notes, the Security Agreement and the Pledge Agreement, including any representations and warranties contained therein, are not for the benefit~~ of ~~any party other than~~ the ~~parties thereto and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties thereto~~Notice. ~~Rather, investors and the public should look to other disclosures contained in our annual, quarterly and current reports we file with the SEC.~~

~~This Current~~A ~~Report~~copy ~~on Form 8-K shall not constitute an offer to sell or a solicitation~~ of ~~an offer to buy any securities of~~ the ~~Company,~~Notice ~~nor shall~~is ~~there~~attached beto ~~any~~this ~~sale of securities of the Company in any state or jurisdiction in which such an offer, solicitation or sale would be~~report ~~unlawful~~as ~~prior~~Exhibit ~~to registration or qualification under the securities laws of any such state or other jurisdiction~~99.1

1This report contains forward-looking statements, including, but not limited to, the Company’s ability to maintain its listing on Nasdaq and the Company’s ability to have the Panel’s decisions overturned by the Nasdaq Listing and Hearing Review Council. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to update any forward-looking statement in this report, except as required by law.

~~Forward-Looking Statements~~1

Certain statements and assumptions in this Current Report contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Current Report include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside the Company’s control. These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation, the completion of any sales under the Purchase Agreement or proceeds received under the Purchase Agreement, if any. Other risk factors are more fully discussed in the Company’s filings with the SEC.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

Based in part upon the representations of the Investors in the Purchase Agreement, the offer and sale of the Additional Notes by the Company to the Investors under the Purchase Agreement as amended by the Amendment is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”), pursuant to the exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission under the Securities Act. Each Investor represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation D, and that it is acquiring the shares for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration requirements of the Securities Act.

Item 7.01. Regulation FD Disclosure

On June 22, 2026, there were 997,976,543 shares of the Company’s common stock, par value $0.001 per share, issued and outstanding.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
Exhibits		Description
10.1		Form of Amendment No. 1 to Note Purchase Agreement, dated June 22, 2026, by and among the Company, Ignite and the Investors.
99.1		Nasdaq Hearings Panel Notice, dated June 23, 2026.
10.2		Form of Note Purchase Agreement, dated as of June 3, 2026, by and among the Company, Ignite and the Investors incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 9, 2026.
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document)
10.3		Form of Senior Secured Promissory Note incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on June 9, 2026
10.4		Form of Security Agreement, dated as of June 3, 2026, by and between Ignite and the Collateral Agent incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the SEC on June 9, 2026
10.5		Form of Pledge Agreement, dated as of June 3, 2026, by and between the Company and the Collateral Agent incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the SEC on June 9, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ADITXT, INC.
Date: June 23, 2026
Date: June 24, 2026
By:	/s/ Jeffrey M. Busch
Name:	Jeffrey M. Busch
Title:	Interim Chief Executive Officer

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